DEF 14A of Kiniksa Pharmaceuticals International, plc, Apr 21, 2025

DEF 14A of Kiniksa Pharmaceuticals International, plc

Filed Apr 21, 2025 · FY20240001104659-25-036852

Open on EDGAR

  1. Table of Contents continued

    | Director Compensation | 78 | | Non-Employee Director Compensation Program | 78 | | 2024 Director Compensation Table | 80 | | Security Ownership of Certain Beneficial Owners and Management | 82 | | Certain Relationships | 86 | | Policies and Procedures for Related Person Transactions | 86 | | Registration Rights | 86 | | Executive and Director Compensation | 87 | | Other Matters | 88 | | Shareholders’ Proposals | 88 | | UK Statutory Annual Accounts and Reports of the Board and Auditors of Kiniksa Pharmaceuticals International, plc for the year ended December 31, 2024 | 89 | | Other Matters to be Presented at the Annual Meeting | 89 | | Solicitation of Proxies | 89 | | Kiniksa’s Annual Report on Form 10-K and UK Annual Report | 90 | | Where You Can Find More Information | 90 | | Annex A—Directors’ Remuneration Report | A-1 | | Annex B—Form of Proxy for Ordinary Shareholders | B-1 |

  2. What We Do

    What We Do ✓ Provide a Mix of Fixed and Variable Compensation, with Emphasis on Variable Compensation ✓ Provide a Mix of Annual- and Long-Term Incentive Compensation, with Emphasis on Long-Term Incentive Compensation ✓ Subject Annual and Long-Term Incentive Compensation to Measurable and Rigorous Goals ✓ Engage Independent Compensation Consultants ✓ Design Compensation Programs to Have a Strong Link Between Performance Measures and Strategic Objectives ✓ Utilize Competitive Market Data and a Compensation Peer Group ✓ Seek Shareholder Approval of Director Remuneration Policy ✓ Maintain a Policy Prohibiting Hedging and Pledging ✓ Maintain a Policy Providing for the “Clawback” of Certain Executive Compensation in the Event of a Restatement

  3. What We Don’t Do

    What We Don’t Do ✕ No Excise Tax Gross-Ups in Existing Agreements ✕ No Pension or Executive Retirement Plans for our US-based Executive Officers ✕ No Automatic Single Trigger Equity Acceleration on Change of Control ✕ No Repricing or Cash Buyouts of Underwater Options Without Shareholder Approval ✕ No Discount Share Options ✕ No Excessive Perquisites No Excessive Severance Benefits

  4. ANNUAL MEETING PROPOSALS TO BE VOTED ON Annual Meeting Proposal No. 1—Re-Election of Class I Directors

    ANNUAL MEETING PROPOSALS TO BE VOTED ON Annual Meeting Proposal No. 1—Re-Election of Class I Directors At the Annual Meeting, three Class I Directors are to be re-elected to hold office until the Annual Meeting of Shareholders to be held in 2028 (the “2028 Annual Meeting”) and until their respective successors have been appointed or until their earlier resignation or vacation of office in accordance with the Articles. We currently have ten directors on our Board of Directors, all of whom will be eligible for re-election at the Annual Meeting. For purposes of this Annual Meeting, and in accordance with the Company’s Articles, the Class I Directors will be re-elected for a term of three years. Thereafter, we expect to re-elect Class I Directors for terms lasting three years. Our Board, with the support of the Governance Committee, has nominated three director candidates for re-election as Class I Directors at the Annual Meeting: • Sanj K. Patel; • Thomas R. Malley; and • Richard S. Levy Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal. There are no family relationships among any of our executive officers or directors. The biographies of each of our Class I Directors are included below. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by our Board of Directors, or the Board may choose to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if re-elected. Each of the nominees has consented to being named in this proxy statement and to serve if re-elected.

  5. Nominees For Class I Directors (Terms Expire at the 2028 Annual Meeting)

    Nominees For Class I Directors (Terms Expire at the 2028 Annual Meeting) The nominees for re-election to the Board of Directors as Class I Directors are as follows:

  6. Nominees For Class I Directors (Terms Expire at the 2028 Annual Meeting)

    | Name | Age | Served as a Director Since | Position(s) with Kiniksa | | Sanj K. Patel | 55 | 2015 | Chairman and Chief Executive Officer | | Thomas R. Malley | 56 | 2016 | Director | | Richard S. Levy | 67 | 2019 | Director |

  7. Nominees For Class I Directors (Terms Expire at the 2028 Annual Meeting)

    Annual Meeting Proposal No. 1—Re-Election of Class I Directors The principal occupations and business experience, for at least the past five years of each Class I Director are as follows:

  8. Nominees For Class I Directors (Terms Expire at the 2028 Annual Meeting)

    | Sanj K. Patel | Age 55 |

  9. Nominees For Class I Directors (Terms Expire at the 2028 Annual Meeting)

    Sanj K. Patel has served as our Chief Executive Officer and Chairman of our Board of Directors since our formation in July 2015. In June 2008, Mr. Patel formed Synageva BioPharma Corp., a biotechnology company focused on rare diseases (“Synageva”), where he served as President and Chief Executive Officer and was a member of its board of directors until Synageva’s sale to Alexion Pharmaceuticals, Inc. (“Alexion”) in June 2015. Prior to Synageva, Mr. Patel held various roles at Genzyme Corporation (“Genzyme”), from 1999 to 2008, including as head of US Sales, Marketing and Commercial Operations for the Genzyme Therapeutics franchise. Mr. Patel previously served as a member of the boards of directors of Syros Pharmaceuticals, Inc., BioCryst Pharmaceuticals, Inc., and Intercept Pharmaceuticals, Inc. He is also the founder and director of the Sanj & Kristin Patel Family Foundation, a philanthropic organization that supports charities for patients with rare and devastating diseases. Mr. Patel holds a B.Sc. with Honors from the University of the South Bank, London and completed his management and business studies at Ealing College, London and his Pharmacology research program at the Wellcome Foundation. We believe that Mr. Patel is qualified to serve on our Board of Directors due to his extensive business, sales, and product development experience in the biotechnology industry.

  10. Nominees For Class I Directors (Terms Expire at the 2028 Annual Meeting)

    | Thomas R. Malley | Age 56 |

  11. Nominees For Class I Directors (Terms Expire at the 2028 Annual Meeting)

    Thomas R. Malley has served as a member of our Board of Directors since December 2016. Since May 2007, Mr. Malley has served as the President of Mossrock Capital, LLC, a private investment firm. From 1991 to 2007, Mr. Malley held several positions at Janus Capital Group, including serving as the Portfolio Manager leading the Janus Global Life Sciences Fund. Mr. Malley serves on the board of directors of Kura Oncology, Inc., and previously served on the boards of directors of BeiGene, Ltd., OvaScience, Inc., Cougar Biotechnology, Inc., Puma Biotechnology, Inc., and Synageva. Mr. Malley holds a B.S. degree in Biology from Stanford University. Mr. Malley is also a Chartered Financial Analyst. We believe Mr. Malley is qualified to serve on our Board of Directors due to his substantial capital markets expertise and experience working with and serving on the boards of directors of numerous biotechnology and pharmaceutical companies.

  12. Nominees For Class I Directors (Terms Expire at the 2028 Annual Meeting)

    | Richard S. Levy | Age 67 |

  13. Nominees For Class I Directors (Terms Expire at the 2028 Annual Meeting)

    Dr. Richard S. Levy has served on our Board of Directors since March 2019. Dr. Levy served as a Senior Advisor at Baker Bros. Advisors LP (“Baker Brothers Advisors”) from December 2016 to May 2019. Prior to that, Dr. Levy served as Executive Vice President and Chief Drug Development Officer at Incyte Corporation, a biopharmaceutical company, from January 2009 until June 2016, and as Senior Vice President of Drug Development from August 2003 to January 2009. Dr. Levy currently serves on the boards of directors of Madrigal Pharmaceuticals, Inc., Protara Therapeutics, Inc. (f/k/a ArTara Therapeutics, Inc.) and Kodiak Sciences, and previously served on the board of directors of Constellation Pharmaceuticals, Inc. and Aquinox Pharmaceuticals, Inc. Dr. Levy is Board Certified in Internal Medicine and Gastroenterology and holds an A.B. in Biology from Brown University and an M.D. from the University of Pennsylvania School of Medicine, and completed his training in Internal Medicine at the Hospital of the University of Pennsylvania and a fellowship in Gastroenterology and Hepatology at UCLA. We believe Dr. Levy is qualified to serve on our Board of Directors due to his experience in the biotechnology industry, his medical and scientific training and experience working with and serving on the boards of directors of numerous biotechnology and pharmaceutical companies.

  14. ANNUAL MEETING PROPOSALS TO BE VOTED ON Annual Meeting Proposal No. 2—Re-Election of Class II Directors

    ANNUAL MEETING PROPOSALS TO BE VOTED ON Annual Meeting Proposal No. 2—Re-Election of Class II Directors At the Annual Meeting, three Class II Directors are to be re-elected to hold office until the Annual Meeting of Shareholders to be held in 2026 (the “2026 Annual Meeting”) and until their respective successors have been appointed or until their earlier resignation or vacation of office in accordance with the Articles. We currently have ten directors on our Board of Directors, all of whom will be eligible for re-election at the Annual Meeting. For purposes of this Annual Meeting, and in accordance with the Company’s Articles, the Class II Directors will be re-elected for a term of one year. Thereafter, we expect to re-elect Class II Directors for terms lasting three years. Our Board, with the support of the Governance Committee, has nominated three director candidates for re-election as Class II Directors at the Annual Meeting: • Stephen R. Biggar; • G. Bradley Cole; and • Barry D. Quart Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal. There are no family relationships among any of our executive officers or directors. The biographies of each of our Class II Directors are included below. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by our Board of Directors, or the Board may choose to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if re-elected. Each of the nominees has consented to being named in this proxy statement and to serve if re-elected.

  15. Nominees for Class II Directors (Terms Expire at the 2026 Annual Meeting)

    Nominees for Class II Directors (Terms Expire at the 2026 Annual Meeting) The nominees for re-election to the Board of Directors as Class II Directors are as follows:

  16. Nominees for Class II Directors (Terms Expire at the 2026 Annual Meeting)

    | Name | Age | Served as a Director Since | Position(s) with Kiniksa | | Stephen R. Biggar, Ph.D. | 54 | 2015 | Director | | G. Bradley Cole | 69 | 2020 | Director | | Barry D. Quart | 68 | 2015 | Director |

  17. Nominees for Class II Directors (Terms Expire at the 2026 Annual Meeting)

    Annual Meeting Proposal No. 2—Re-Election of Class II Directors The principal occupations and business experience, for at least the past five years of each Class II Director are as follows:

  18. Nominees for Class II Directors (Terms Expire at the 2026 Annual Meeting)

    | Stephen R. Biggar | Age 54 |

  19. Nominees for Class II Directors (Terms Expire at the 2026 Annual Meeting)

    Dr. Stephen R. Biggar has served as a member of our Board of Directors since October 2015. Dr. Biggar is a Partner at Baker Bros. Advisors, a registered investment advisor focused on long-term investments in life-sciences companies. He joined Baker Bros. Advisors in 2000. Dr. Biggar has served on the board of directors for TScan Therapeutics, Inc. since 2021, and for Acadia Pharmaceuticals, Inc. since 2013, where he has served as chairman since 2016 and also serves on its compensation and nominating and corporate governance committees. Dr. Biggar received an M.D. and a Ph.D. in Immunology from Stanford University and received a B.S. in Genetics from University of Rochester. We believe Dr. Biggar is qualified to serve on our Board of Directors due to his experience in the biotechnology industry, his medical and scientific training and experience working with and serving on the board of directors of numerous biotechnology and pharmaceutical companies.

  20. Nominees for Class II Directors (Terms Expire at the 2026 Annual Meeting)

    | G. Bradley Cole | Age 69 |

  21. Nominees for Class II Directors (Terms Expire at the 2026 Annual Meeting)

    Mr. G. Bradley Cole has served as a member of our Board of Directors since July 2020. He has served as the Chief Financial Officer of Genomic Life, Inc. since February 2022. Previously, he served as Executive Advisor of Exact Sciences Corporation (“Exact Sciences”), from April 2020 to September 2020, and from November 2019 until April 2020 he served as its GM, Precision Oncology. Prior to that, Mr. Cole served as Chief Financial Officer of Genomic Health, Inc. (“Genomic Health”), a molecular diagnostics company, from July 2014 to November 2019 and from July 2004 to January 2011, and as Chief Operating Officer of Genomic Health from January 2009 until March 2018, when it was acquired by Exact Sciences. Mr. Cole served as Secretary of Genomic Health from February 2005 until July 2012. From December 1997 to May 2004, he served in various roles at Guidant Corporation, a medical device company, including as Vice President, Finance and Business Development for the Endovascular Solutions Group. From January 2001 until May 2004, he served as Vice President, Finance and Chief Financial Officer of Endovascular Technologies, Inc., a medical device company that was acquired by Guidant Corporation. Previously, Mr. Cole served as Vice President, Finance and Chief Financial Officer of Applied Biosystems Incorporated, a life sciences systems company. Mr. Cole currently serves on the board of directors of Castle Biosciences, a skin cancer diagnostics company. He also serves on the Genomic Life, Inc. board of directors and as Vice Chairman of the Board of Trustees of Biola University. Mr. Cole holds a B.S. in Business from Biola University and an M.B.A. from San Jose State University. We believe Mr. Cole is qualified to serve on our Board of Directors due to his extensive management and operational experience in the life sciences industry and his experience working with and serving on the boards of directors of life science companies.

  22. Nominees for Class II Directors (Terms Expire at the 2026 Annual Meeting)

    | Barry D. Quart | Age 68 |

  23. Nominees for Class II Directors (Terms Expire at the 2026 Annual Meeting)

    Dr. Barry D. Quart has served as a member of our Board of Directors since October 2015. Dr Quart has been the Chief Executive Officer of Connect Biopharma since June 2024. From 2013 to 2023, Dr. Quart served as the Chief Executive Officer and a member of the board of directors of Heron Therapeutics, Inc., a biotechnology company. In 2006, Dr. Quart co-founded Ardea Biosciences, Inc., a biotechnology company, and served as its President and Chief Executive Officer, and on its board of directors, from its inception through May 2013 when it was acquired by AstraZeneca. At Ardea, Dr. Quart invented and oversaw the development of a drug for gout (ZURAMPIC®). Ardea also designed and developed a series of MEK inhibitors for cancer that were licensed to Bayer AG. Previously, he was with Pfizer Inc. as Senior Vice President of Pfizer Global Research and Development, and the director of Pfizer’s La Jolla Laboratories. Prior to Pfizer’s acquisition of the Warner-Lambert Company, Dr. Quart was President of Research and Development at Agouron Pharmaceuticals, Inc., a division of the Warner-Lambert Company. Dr. Quart previously served on the board of directors of Synageva. Dr. Quart holds a Pharm.D. degree from the University of California, San Francisco. We believe Dr. Quart is qualified to serve on our Board of Directors due to his extensive management experience in the biotechnology industry and his experience developing pharmaceutical products.

  24. ANNUAL MEETING PROPOSALS TO BE VOTED ON Annual Meeting Proposal No. 3—Re-Election of Class III Directors

    ANNUAL MEETING PROPOSALS TO BE VOTED ON Annual Meeting Proposal No. 3—Re-Election of Class III Directors At the Annual Meeting, four Class III Directors are to be re-elected to hold office until the Annual Meeting of Shareholders to be held in 2027 (the “2027 Annual Meeting”) and until their respective successors have been appointed or until their earlier resignation or vacation of office in accordance with the Articles. We currently have ten directors on our Board of Directors, all of whom will be eligible for re-election at the Annual Meeting. For purposes of this Annual Meeting, and in accordance with the Company’s Articles, the Class III Directors will be re-elected for a term of two years. Thereafter, we expect to re-elect Class III Directors for terms lasting three years. Our Board, with the support of the Governance Committee, has nominated four director candidates for re-election as Class III Directors at the Annual Meeting: • Felix J. Baker; • M. Cantey Boyd; • Tracey L. McCain; and • Kimberly J. Popovits Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal. There are no family relationships among any of our executive officers or directors. The biographies of each of our Class III Directors are included below. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by our Board of Directors, or the Board may choose to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if re-elected. Each of the nominees has consented to being named in this proxy statement and to serve if re-elected.

  25. NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING)

    NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING) The nominees for re-election to the Board of Directors as Class III Directors are as follows:

  26. NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING)

    | Name | Age | Served as a Director Since | Position(s) with Kiniksa | | Felix J. Baker, Ph.D. | 56 | 2015 | Lead Independent Director | | M. Cantey Boyd | 45 | 2024 | Director | | Tracey L. McCain | 57 | 2018 | Director | | Kimberly J. Popovits | 66 | 2018 | Director |

  27. NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING)

    Annual Meeting Proposal No. 3—Re-Election of Class III Directors The principal occupations and business experience, for at least the past five years of each Class III Director are as follows:

  28. NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING)

    | Felix J. Baker, Ph.D. | Age 56 |

  29. NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING)

    Felix J. Baker, Ph.D., has served as our Lead Independent Director (as defined below) and on our Board of Directors since October 2015. Dr. Baker is a Managing Member of Baker Bros. Advisors, a biotechnology-focused investment adviser to fund partnerships whose investors are primarily endowments and foundations, which Dr. Baker founded, together with his brother Julian Baker, in 2000. Dr. Baker holds a B.S. and a Ph.D. in Immunology from Stanford University, where he also completed two years of medical school. He serves on the boards of Kodiak Sciences, Inc., IGM Biosciences, Inc. Kymera Therapeutics, Inc., and Bicycle Therapeutics plc. We believe Dr. Baker is qualified to serve on our Board of Directors due to his extensive experience in the biotechnology industry and experience working with and serving on the boards of directors of numerous biotechnology and pharmaceutical companies.

  30. NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING)

    | M. Cantey Boyd | Age 45 |

  31. NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING)

    M. Cantey Boyd serves as a Managing Director of Baker Bros. Advisors, a registered investment adviser focused on long-term investments in life-sciences companies. Prior to joining Baker Bros. Advisors in 2005, she was an Analyst in the Health Care Investment Banking Group of Deutsche Bank Securities from 2002 to 2004. Ms. Boyd graduated with an AB in business-economics from Brown University.

  32. NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING)

    | Tracey L. McCain | Age 57 |

  33. NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING)

    Tracey L. McCain has served as a member of our Board of Directors since February 2018. Since September 2016, Ms. McCain has served as Executive Vice President and Chief Legal and Compliance Officer of Blueprint Medicine Corporation, a biotechnology company (“Blueprint”). Prior to Blueprint, from January 2016 to September 2016, Ms. McCain was Senior Vice President and Head of Legal for Sanofi Genzyme, a global business unit of Sanofi S.A. (“Sanofi”). From May 1997 to September 2016, Ms. McCain held various roles at Genzyme, including as General Counsel following Genzyme’s acquisition by Sanofi in 2011. Ms. McCain currently serves on the board of the Dana Farber Cancer Institute, a non-profit and previously served on the board of directors of Immunogen, Inc. from 2021 to 2024. Ms. McCain holds a J.D. from Columbia University School of Law and a B.A. from the University of Pennsylvania. We believe Ms. McCain is qualified to serve on our Board of Directors due to her experience working with numerous biotechnology and pharmaceutical companies and her significant legal expertise.

  34. NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING)

    | Kimberly J. Popovits | Age 66 |

  35. NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING)

    Kimberly J. Popovits has served as a member of our Board of Directors since February 2018. Ms. Popovits served as Genomic Health’s Chairman of the Board from 2012 through 2019, and Chief Executive Officer and President from 2009 through 2019. She was President and Chief Operating Officer upon joining the company in 2002. Prior to leading Genomic Health, Ms. Popovits served as Senior Vice President, Marketing and Sales at Genentech, Inc. (“Genentech”). During her 15 years at Genentech, Ms. Popovits led the successful commercialization of 14 new therapies, including Herceptin. Ms. Popovits currently serves on the board of directors of 10x Genomics, Inc., Exact Sciences Corp., Kardigan, Talis Biomedical Corporation, Wamberg Genomic Advisors, and Genomic Life, Inc. and previously served on the board of directors of MyoKardia, Inc. She also serves as an Executive Advisor to Blackstone Life Sciences and is an Advisor to the Healthcare Businesswomen’s Association. Ms. Popovits holds a B.A. in Business from Michigan State University. We believe Ms. Popovits is qualified to serve on our Board of Directors due to her experience working with and serving on the boards of directors of numerous biotechnology and pharmaceutical companies.

  36. 2024 Key Compensation Actions

    2024 Key Compensation Actions The following key compensation actions were taken with respect to NEO compensation during 2024: • Base Salary: The Compensation Committee increased the base salary of our CEO by 4% and our other NEOs by approximately 4% and 5%, other than Ross Moat, our Chief Commercial Officer, whose base salary was increased by approximately 17% in connection with his relocation to the United States and entry into an employment agreement with base salary denominated in USD in July 2024. Annual Cash Incentive Compensation: For 2024, the Compensation Committee determined to maintain the NEOs’ target cash incentive opportunities (as a percentage of base salary) at their 2023 levels. Based on the Compensation Committee’s assessment of the Company’s performance against its annual corporate goals for 2024, payouts under the Company’s annual bonus program were made at 125% of target. • Equity Incentive Awards: Reinforcing the alignment of pay and performance, PSUs were introduced into the Company’s equity incentive program compensation mix for 2024. The Compensation Committee determined that the total target value of our NEO’s equity incentive awards would be a mix of 65% share options, 25% time-based restricted share units (“RSUs”) and 10% performance share units (“PSUs”).

  37. Overview of Executive Compensation Program

    Overview of Executive Compensation Program Our executive compensation program is designed to be competitive with our peer group and industry. As a US-centered business with senior executives based in the US, our executive compensation program reflects compensation practices in the United States, which we believe helps us compete effectively in our primary market for talent. The core goals of our program include the following: • rewarding and driving both short-term and long-term performance; • mitigating undue risk; • aligning executive officer compensation with the best interests of our shareholders; • ensuring our overall compensation is competitive among our compensation peer group and industry; and • attracting and retaining executive officers who contribute to the Company’s short-term and long-term success.

  38. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee, which consists entirely of independent directors, has primary responsibility for overseeing and administering the compensation program for our senior management team, including our named executive officers. In making executive compensation decisions, the Compensation Committee considers a variety of factors and data, including individual and corporate performance and compensation levels and trends amongst our compensation peer group. The Compensation Committee retains the right to hire outside advisors as needed to assist in reviewing and revising our executive compensation programs. See “Role of the Independent Compensation Consultant” for more information. The responsibilities of the Compensation Committee are set forth in detail under the heading “Corporate Governance—Committees of the Board of Directors—Compensation Committee” and in the Compensation Committee’s charter, which can be found on the “Corporate Governance” section of the “Investors” page of our website located at www.kiniksa.com. In particular, the Compensation Committee annually reviews the base salaries, target bonuses, annual bonus payouts and long-term equity compensation of our named executive officers and periodically reviews the other elements of our executive compensation program. The information contained on our website is not incorporated by reference into this proxy statement, and you should not consider any information contained on, or that can be accessed through, our website as part of this proxy statement. In some circumstances, the Compensation Committee will make recommendations to the Board with respect to certain compensation decisions, which approval will require the consent of the full Board of Directors.

  39. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. During 2024, the Compensation Committee engaged Compensia, Inc., a compensation consulting firm (“Compensia”), to, among other things, assist in developing and overseeing the Company’s executive and non-employee director compensation programs and provide an analysis of competitive market data. The Compensation Committee selected Compensia for its expertise, history with the Company, and quality of service. Compensia reported directly to the Compensation Committee. The Compensation Committee reviewed competitive market compensation analyses prepared by Compensia comparing the compensation of our non-employee directors and senior management team, including our executive officers, to that of a group of peer companies within our industry, and met with representatives of Compensia to discuss such analyses. The Compensation Committee retains ultimate discretion to review and approve the Company’s compensation peer group by which non-employee director and executive officer compensation is evaluated. The Compensation Committee considered the advisor independence factors required under SEC rules and Nasdaq listing standards as they relate to Compensia, and did not find any conflicts of interest in 2024 raised by the work Compensia performed. No other services were provided by Compensia to the Company in the year ended December 31, 2024.

  40. Role of the Chief Executive Officer

    Role of the Chief Executive Officer Each year, our Chief Executive Officer provides an assessment of the performance of each executive officer, other than himself, during the prior year and makes recommendations to the Compensation Committee regarding (a) promotions, (b) annual compensation, (c) target bonuses and annual bonus payouts, and (d) long-term equity compensation. Such recommendations are based on numerous factors including: • Achievement of corporate and individual performance targets; • Leadership competencies; • External market competitiveness, including pay practices among the Company’s compensation peer group; • Internal pay comparison; and • Executive retention considerations. The Compensation Committee reviews and considers such recommendations, together with all other information presented, including the input and observations of Compensia, in determining the elements of compensation and target total direct compensation opportunities for our senior management team.

  41. Base Salary

    Base Salary Base salary is intended to provide a fixed component of remuneration reflecting our executive officers’ skill sets, experience, roles and responsibilities. The base salary for our executive officers has generally been set at levels deemed necessary to attract and retain such individuals. The Compensation Committee reviews and approves, or recommends to the Board for approval, the base salary of our executive officers each year. As part of its review, the Compensation Committee reviews the Company’s corporate goals and objectives relevant to our executive officers’ compensation and evaluates the individual performance of our executive officers in light of such goals and objectives. The Compensation Committee additionally consults prevailing market practice among the Company’s compensation peer group (as discussed further below under the heading “Compensation Peer Group”) and within the Company’s industry with respect to compensation matters. The Compensation Committee retains discretion to adjust the base salary of our executive officers as necessary to attract and retain such individuals, or in conjunction with any changes to job responsibilities or to reflect experience within their respective roles. Changes in the 2024 base salaries for our named executive officers as compared to 2023 are discussed under the heading entitled “2024 Executive Compensation of Our Named Executive Officers.”

  42. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation We offer our executive officers the opportunity to earn an annual performance bonus to compensate them for attaining short-term company goals as approved by our Compensation Committee and/or Board relating to our overall business and strategy and for such officers’ individual performances. The annual performance bonus is paid entirely in cash. Our executive officers are eligible to earn an annual cash bonus at a specified target bonus opportunity, as applicable to each executive officer and as set by the Compensation Committee, with the actual bonus paid determined by the Compensation Committee based on achievement of corporate and individual performance targets. The Compensation Committee annually reviews target bonuses for our executive officers and approves adjustments, as necessary, to ensure such target bonuses are competitive as compared to the Company’s compensation peer group. Annual corporate goals are initially proposed by management and then reviewed by the Compensation Committee and the Board, with performance against such objectives assessed at the end of the year. Corporate goals are weighted by the Compensation Committee in proportion to their degree of importance. Based upon the Company’s performance against such goals, the Compensation Committee will make a decision as to our executive officers’ bonus payouts. In approving the Company’s corporate goals each year, the Compensation Committee strives to ensure that the goals: • are reasonably achievable with strong performance by the Company; • are tailored to the Company’s position, needs, and strategy for a given year, though recurring goals include those related to commercial and clinical performance; • address both the near-term performance of our business, and the actions needed to create and sustain a solid foundation for long-term growth; and • do not encourage inappropriate risk-taking. In 2024, the Compensation Committee reviewed the performance of the Company’s executive officers against the corporate goals established for the year. Details of such analysis are provided under the heading “2024 Annual Cash Incentive Compensation and Performance Goals”.

  43. Equity Incentive Awards

    Equity Incentive Awards Equity awards align the interests of our executive officers with long-term shareholder interests and help us to attract and retain employees. Long-term equity incentive awards are granted to our employees, including our executive officers, in connection with their hiring and have historically been granted on a biannual basis thereafter in accordance with the terms of the 2018 Plan. Biannual grants for our executive officers include share options, RSUs and, beginning in 2024, PSUs. Share options granted to the Company’s executive officers generally vest and become exercisable as to 25% of the shares underlying the option on the first anniversary of the date of grant and in 36 equal monthly installments thereafter, generally subject to the applicable officer’s continued service to the Company. RSUs granted to the executive officers generally vest as to 25% of the RSUs on each of the first, second, third and fourth anniversaries of the date of grant, generally subject to the applicable officer’s continued service to the Company. PSUs granted to the executive officers vest after three years with the shares issuable thereto determined based upon performance metrics selected by the Compensation Committee at the time of grant. In 2024, the Company granted PSUs to its executive officers with metrics relating to ARCALYST revenue and relative total shareholder return. In addition, the Company maintains the 2018 ESPP, which the executive officers are eligible to participate in on the same terms as other employees.

  44. Compensation Peer Group

    Compensation Peer Group Competitive market practices are one of the factors taken into account by the Compensation Committee when determining executive compensation levels and compensation program design. To ensure our target total direct compensation opportunities are competitive, each year the Compensation Committee, with the assistance of Compensia, reviews, updates and approves a group of publicly-traded peer companies against which the Company benchmark’s its executive compensation program. The Compensation Committee reviews the information provided by Compensia and management to select our peer group from a pool of comparable biopharmaceutical companies. For the compensation peer group approved for 2024, the Compensation Committee considered the following criteria when selecting peer companies: •

  45. Additional Considerations

    Additional Considerations • Geography: US-based companies located outside the San Francisco Bay Area, with a preference for Massachusetts-based companies. • Reverse Peers: Companies that have named Kiniksa as a peer company. • Peers of Identified Companies: Companies that are peers of certain specified peers of interest. At the time our 2024 compensation peer group was approved in August 2023, our market capitalization was at approximately the 39th percentile of the peer group and our last four quarters’ revenue was at approximately the 65th percentile of the peer group. For each of the companies in our compensation peer group, Compensia analyzes the company’s available executive compensation information and related data as reported in its public filings during the prior and current year to identify the executives at such companies whose positions are comparable to those held by our executive officers. Compensia then compiles and analyzes the data for each comparable position, supplementing such information with relevant data from published compensation surveys where appropriate. The Compensation Committee then reviews and discusses the analysis of such data when making compensation determinations. The 2024 compensation peer group (in alphabetical order) was as follows:

  46. 2024 Annual Bonus and Performance Goals

    2024 Annual Bonus and Performance Goals Each member of our senior management team, including each named executive officer, has a target bonus, which is expressed as a percentage of his annual base salary. This target is evaluated by the Compensation Committee annually based upon an assessment of the competitive market data prepared by Compensia. Our named executive officers’ target bonuses for each of 2023 and 2024 are set forth in the table below:

  47. 2024 Annual Bonus and Performance Goals

    | | Bonus Target in the year ended December 31, | | | Named Executive Officer | 2023 | 2024 | | Sanj K. Patel | 65% | 65% | | John F. Paolini, M.D., Ph.D. | 45% | 45% | | Eben Tessari | 45% | 45% | | Ross Moat | 45% | 45% | | Mark Ragosa | 45% | 45% |

  48. 2024 Annual Bonus and Performance Goals

    Each year, our management team recommends corporate goals to be utilized to evaluate performance under the Company’s annual bonus plan, with a suggested weighting assigned to each category of goals. These goals are derived from the Company’s business plan and reflect the Company’s priorities and vision for the applicable year. The proposed goals are presented to the Compensation Committee in the first quarter of each year, with the Compensation Committee providing feedback on both the goals and the proposed weightings of each category. Following the Compensation Committee’s review, the corporate goals are presented to the full Board for any additional feedback. During the year, management periodically updates the Compensation Committee on the progress that the Company has made against its corporate goals. At the end of the year, the Compensation Committee assesses the Company’s full year performance against the corporate goals and makes its determination as to the annual bonus payout. The Company’s 2024 corporate goals are set forth below and reflect the Company’s primary focus on executing its commercial strategy for ARCALYST while working to advance its portfolio of developmental assets. Details regarding the primary elements of each goal, its relative weighting, and the primary factors considered when the Compensation Committee considered the Company’s performance against such goal are set forth below:

  49. 2024 Annual Bonus and Performance Goals

    | Goal | Weighting | Description of Primary Elements | Primary Factors Considered When Evaluating Performance | | ARCALYST | 55% | (a) Deliver on Arcalyst commercial performance, including net product revenue; and | (a) The Company’s commercial performance was well above expectations. In 2024, the Company initially guided to net product revenue of $360-$380 million. Over the course of 2024, the Company increased its ARCALYST net product revenue guidance three times and ultimately delivered net product revenue of $417 million in 2024. The Company’s strong commercial execution in 2024 resulted in a 79% growth in ARCALYST sales compared to 2023. | | | | (b) Deliver on the objectives of the ongoing technology transfer of the ARCALYST drug substance manufacturing process, including (i) signing a contract with a new CDMO, (ii) completing engineering runs, and (iii) maintaining the expected timeline towards FDA | (b) The Company continued to advance the technology transfer of the process for manufacturing ARCALYST drug substance. The Company negotiated and signed a master services agreement with Samsung Biologics Co., Ltd. (“Samsung”) to be a replacement |

  50. 2024 Annual Bonus and Performance Goals

    | Goal | Weighting | Description of Primary Elements | Primary Factors Considered When Evaluating Performance | | | | approval of the new CDMO as the manufacturer of ARCALYST drug substance. | contract development and manufacturing organization. The Company also successfully completed a number of engineering runs with Samsung and maintained its expected timeline towards FDA approval of Samsung as the new ARCALYST drug substance manufacturer. | | | | | The Compensation Committee considered this ARCALYST-focused objective to have been achieved well above target. | | IL-1 Inhibition Life Cycle Management | 20% | (a) Initiate Phase 1 clinical trial with KPL-387, a monoclonal antibody that binds IL-1R1 with a target profile of monthly subcutaneous dosing; and | (a) During 2024, the Company successfully initiated a single ascending dose (“SAD”) and multiple ascending dose Phase 1 clinical trial of KPL-387 in healthy volunteers. As announced in February 2025, topline data from the SAD portion of this Phase 1 trial supported potential monthly subcutaneous dosing in recurrent pericarditis. | | | | (b) Determine next steps for advancing the development of KPL-1161, an Fc-modified monoclonal antibody that binds IL-1R1 with a target profile of quarterly subcutaneous dosing. | (b) In 2024, the Company engaged in research and development activities that would help enable an Investigational New Drug Application. The Company additionally evaluated potential indications for KPL-1161. | | | | | Overall, the Company substantially advanced the development programs for both KPL-387 and KPL-1161 during 2024, as part of its IL-1 inhibition life cycle management program. Consequently, the Compensation Committee determined that this objective was met above target. | | Abiprubart | 15% | (a) Complete Phase 2 trial of abiprubart in rheumatoid arthritis; | (a) The Company completed its Phase 2 clinical trial of abiprubart in rheumatoid arthritis, publicly announcing data from its last and final cohort in April 2024. |

  51. 2024 Annual Bonus and Performance Goals

    | Goal | Weighting | Description of Primary Elements | Primary Factors Considered When Evaluating Performance | | | | (b) Initiate new clinical studies; and | (b) Additionally, in 2024, the Company initiated a randomized, double-blind, placebo-controlled Phase 2b trial designed to evaluate the treatment response of chronic subcutaneous administration of abiprubart in patients with Sjögren’s Disease. | | | | (c) Determine strategic path forward for the asset. | (c) Ultimately, the Company decided to prioritize its resources on the development of assets in cardiovascular indications, and in February 2025, the Company announced its plans to discontinue the development of abiprubart in Sjögren’s Disease and explore strategic alternatives for the asset. | | | | | Prior to the Company’s decision to discontinue the development of abiprubart in Sjögren’s Disease, the Compensation Committee recognized that the Company had achieved its 2024 goals for abiprubart at target. | | Business Development and Corporate Structure | 10% | Create opportunities for increasing corporate value, including (a) redomiciling the parent company from Bermuda to the United Kingdom, (b) supporting our partnerships with Genentech and Huadong, and (c) determining next steps for mavrilimumab. | This goal included activities beyond the scope of the Company’s commercial and developmental functions. Most primary was the completion of the Redomiciliation. The Company successfully executed on this complex transaction, which involved changing the place of incorporation of its parent company from Bermuda to the United Kingdom, in a timely manner and with no impact to the trading of its Class A Shares. Additionally, the Company (i) continued to support Huadong Medicine in its pursuit of regulatory approval for ARCALYST in China and (ii) completed the transfer of important regulatory deliverables to Genentech for vixarelimab. |

  52. 2024 Annual Bonus and Performance Goals

    | Goal | Weighting | Description of Primary Elements | Primary Factors Considered When Evaluating Performance | | | | | Lastly, the Company diligently searched for and evaluated partnership opportunities to advance the development of mavrilimumab but was ultimately unsuccessful and, in February 2025, the Company announced that it was terminating its exclusive license for mavrilimumab. Based on all of the above, the Compensation Committee determined that this goal was met above target. |

  53. 2024 Annual Bonus and Performance Goals

    When evaluating the Company’s achievement of its 2024 corporate goals, the Compensation Committee also considered the extent to which the Company remained compliant on conduct and ethics, value-driven, effective and well-capitalized. Such characteristics are fundamental to the Company’s corporate values and necessary for the satisfactory accomplishment of its short- and long-term strategic vision. The Compensation Committee additionally considered the strategic development of the Company’s intellectual property portfolio as necessary to protect its assets and whether the Company was able to attract and retain a talented team of employees. In 2024, the Compensation Committee viewed favorably the Company’s ability to successfully accomplish its stated goals while adhering to its corporate values, retaining its workforce, protecting its assets, and weathering a turbulent market for US-based biopharmaceutical companies through smart capital allocation. The Compensation Committee reviewed with management the Company’s performance against the corporate goals set forth above. After assessing the Company’s performance, the Compensation Committee determined that each goal was either met satisfactorily or significantly above expectations. As a result of this assessment, the Compensation Committee determined that the Company performed excellently on an overall basis and, therefore, approved a corporate performance multiplier of up to 125%. The Compensation Committee also authorized the Chief Executive Officer to adjust the annual bonuses of the other executive officers as he deemed necessary to reflect individual performance. No adjustments were made to the other named executive officers’ annual bonuses in 2024. Annual bonuses paid to our named executive officers for performance in 2024 are as follows:

  54. 2024 Annual Bonus and Performance Goals

    | Named Executive Officer | Base Salary | Bonus Target (% of Base Salary) | Annual Bonus Payout ($) | | Sanj K. Patel | $899,371 | 65% | 730,739 | | John F. Paolini, M.D., Ph.D. | $563,171 | 45% | 316,784 | | Eben Tessari | $520,603 | 45% | 292,839 | | Ross Moat | $511,596 | 45% | 287,773 | | Mark Ragosa | $503,666 | 45% | 283,312 |

  55. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards The Compensation Committee reviews proposed long-term equity incentive awards in the first quarter of each year. In determining the mix and size of such awards, the Compensation Committee considers the underlying financial and operational performance of the Company, prevailing practices of the Company’s compensation peer group and broader industry, potential shareholder dilution caused by grants of equity awards, and individual performance by our executive officers. As a general practice, the Compensation Committee endeavors to provide our senior management team, including our named executive officers, with market competitive equity incentive awards. The Compensation Committee also determines the appropriate mix of equity incentive awards between share options, RSUs and PSUs, informed in part by market practices and our overall compensation objectives. Equity incentive awards are granted in two grants of an equal number of share options and RSUs, typically April 1 and September 1 of each year. PSU awards are typically granted in their entirety on April 1 of each year. The Company does not grant equity-based awards in anticipation of the release of material nonpublic information and does not time the disclosure of material non-public information for purposes of affecting the value of executive compensation. In addition, during 2024, the Company did not grant share options to any named executive officer during the four business days prior to or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K that discloses material non-public information. In the year ended December 31, 2024, the Compensation Committee determined that the total value of our named executive officers’ equity incentive awards would consist of a mix of 65% share options, 25% RSUs and 10% PSUs (with PSUs valued assuming target performance). 2024 was the first year that our named executive officers were granted PSUs. The aggregate number of long-term equity incentive awards granted to our named executive officers in 2024 was as follows:

  56. Long-Term Equity Incentive Awards

    | Named Executive Officer | Share Options (#) | RSUs (#) | PSUs (at Target) (#) | | Sanj K. Patel | 259,500 | 49,900 | 20,000 | | John F. Paolini, M.D., Ph.D. | 72,700 | 14,000 | 5,600 | | Eben Tessari | 72,600 | 13,962 | 5,585 | | Ross Moat | 72,200 | 13,924 | 5,569 | | Mark Ragosa | 66,300 | 12,730 | 5,092 |

  57. Long-Term Equity Incentive Awards

    The 2024 share options granted to our named executive officers vest and become exercisable as to 25% of the Class A Shares underlying each option on the first anniversary of the vesting commencement date and in 36 equal monthly installments thereafter, subject to the named executive officer’s continued service to the Company as of each vesting date. The 2024 RSU awards granted to our named executive officers vest as to 25% of the RSUs on each of the first, second, third and fourth anniversaries of the vesting commencement date, subject to the named executive officer’s continued service to the Company as of each vesting date. The 2024 PSU awards granted to our named executive officers vest to the extent earned after a three-year performance period subject to performance measures related to ARCALYST revenue and the relative ranking of the total shareholder return (“TSR”) of our Class A Shares relative to the TSR of the Nasdaq Biotechnology Index (“NBI”), in each case over the course of the performance period. The Compensation Committee chose these metrics to further incentivize our named executive officers to execute on our commercial strategy and primary source of revenue and to increase the value of Class A Shares as compared to other investment alternatives available to investors. The Compensation Committee will assess the Company’s performance against such goals at the end of the performance period and determine the number of Class A Shares that will be issued pursuant to the PSUs.

  58. Employment Agreements

    Employment Agreements Each of our named executive officers is party to an employment agreement with our wholly-owned US subsidiary, Kiniksa Pharmaceuticals Corp., which sets forth the base salary, target annual cash incentive opportunity, bonus target, and eligibility to participate in the Company’s long-term equity incentive programs, in each case, as subsequently adjusted by the Compensation Committee. A summary of the material terms of these agreements is provided below under the heading “Employment Agreements and Potential Payments upon Termination or Change in Control.”

  59. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, as applicable.

  60. Summary Compensation Table

    | Name and Principal Position | Year | Base Salary ($) | Share Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Sanj K. Patel Chief Executive Officer and Chairman of the Board | 2024 | 899,371 | 1,679,160 | 3,806,722 | 730,739 | 13,800 | 7,129,792 | | | 2023 | 864,780 | 739,381 | 2,984,605 | 695,663 | 13,200 | 5,297,629 | | | 2022 | 835,536 | 922,039 | 3,746,557 | 597,408 | 12,200 | 6,113,740 | | John F. Paolini, M.D., Ph.D. Executive Vice President and Chief Medical Officer | 2024 | 563,171 | 470,792 | 1,066,469 | 316,784 | 13,800 | 2,431,016 | | | 2023 | 541,510 | 185,266 | 748,051 | 301,578 | 13,200 | 1,789,605 | | | 2022 | 515,724 | 230,469 | 936,346 | 226,919 | 12,200 | 1,921,658 | | Eben Tessari Executive Vice President and Chief Operating Officer | 2024 | 520,603 | 469,520 | 1,065,002 | 292,839 | 5,202 | 2,353,166 | | | 2023 | 500,580 | 202,235 | 816,573 | 278,783 | 4,995 | 1,803,166 | | | 2022 | 444,960 | 251,578 | 1,022,122 | 195,782 | 4,435 | 1,918,877 | | Ross Moat Executive Vice President and Chief Commercial Officer | 2024 | 511,596(4) | 468,219 | 1,059,134 | 287,773 | 10,407 | 2,337,130 | | | 2023(5) | 436,581 | 183,811 | 742,178 | 243,141 | 8,500 | 1,614,212 | | | 2022(6) | 386,016 | 228,578 | 929,003 | 169,847 | 33,198 | 1,746,642 | | Mark Ragosa Senior Vice President and Chief Financial Officer | 2024 | 503,666 | 428,084 | 972,585 | 283,312 | 13,800 | 2,201,447 | | | 2023 | 479,682 | 199,640 | 807,091 | 267,144 | 13,200 | 1,766,757 | | | 2022 | 444,150 | 248,625 | 1,010,248 | 195,426 | 12,200 | 1,910,649 |

  61. Summary Compensation Table

    (1) Amounts reported reflect the aggregate grant date fair value of share options, RSUs and PSUs granted to the named executive officers during 2024, 2023, and 2022, as applicable, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, or FASB ASC, Topic 718, excluding the effect of estimated forfeitures, rather than the amounts paid to or realized by the named executive officer. We provide information regarding the assumptions used to calculate the value of share options, RSUs and PSUs in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 25, 2025. With respect to PSUs granted in 2024, the values shown in the table reflect the grant date fair values based on the probable outcome of the performance goals associated with such awards. The grant date fair value of each award if all applicable performance goals associated with such awards were achieved at maximum levels is $722,400 for Mr. Patel, $202,272 for Dr. Paolini, $201,730,455 for Mr. Tessari, $201,152 for Mr. Moat, and $183,923 for Mr. Ragosa. (2) Amounts reported reflect annual bonuses earned by our named executive officers for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively. More information can be found in the “Annual Cash Incentive Compensation” section of the “Compensation Discussion & Analysis.” (3) Amounts reported reflect 401(k) matching contributions or, in the case of Mr. Moat’s compensation for 2022, 2023 and part of 2024, the value of UK statutory pension plan contributions. (4) Reflects Mr. Moat’s salary as approved by the Compensation Committee in connection with his relocation to the United States and entry into an employment agreement with a base salary denominated in USD in July 2024. The salary approved by the Compensation Committee in December 2023 was $515,852, after applying a conversion from GBP to USD using the 2024 average FX rate (£1:$1.277925). (5) Cash values reflect a conversion from GBP to USD using the 2023 average FX rate (£1:$1.243779). Cash values reflect a conversion from GBP to USD using the 2022 average FX rate (£1:$1.237188).

  62. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table presents equity and non-equity incentive awards granted to each of the named executive officers during 2024:

  63. 2024 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Share Awards: Number of Shares Underlying RSUs (#)(3) | All Other Option Awards: Number of Shares Underlying Share Options (#) | Exercise Price of Share Options ($)(4) | Grant Date Fair Value of Share and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Sanj K. Patel | N/A | — | 584,591 | — | — | — | — | — | — | — | — | | | 4/4/2024 | — | — | — | — | — | — | — | 129,750 | 18.06 | 1,558,259 | | | 9/1/2024 | — | — | — | — | — | — | — | 129,750 | 26.74 | 2,248,464 | | | 4/4/2024 | — | — | — | — | — | — | 24,950 | — | — | 450,597 | | | 9/1/2024 | — | — | — | — | — | — | 24,950 | — | — | 667,163 | | | 4/4/2024 | — | — | — | 10,000 | 20,000 | 40,000 | — | — | — | 441,280 | | John F. Paolini, M.D., Ph.D. | | | | | | | | | | | | | | N/A | — | 253,427 | — | — | — | — | — | — | — | — | | | 4/4/2024 | — | — | — | — | — | — | — | 36,350 | 18.06 | 436,553 | | | 9/1/2024 | — | — | — | — | — | — | — | 36,350 | 26.74 | 629,916 | | | 4/4/2024 | — | — | — | — | — | — | 7,000 | — | — | 126,420 | | | 9/1/2024 | — | — | — | — | — | — | 7,000 | — | — | 187,180 | | | 4/4/2024 | — | — | — | 2,800 | 5,600 | 11,200 | — | — | — | 123,558 | | Eben Tessari | N/A | — | 234,271 | — | — | — | — | — | — | — | — | | | 4/4/2024 | — | — | — | — | — | — | — | 36,300 | 18.06 | 435,952 | | | 9/1/2024 | — | — | — | — | — | — | — | 36,300 | 26.74 | 629,050 | | | 4/4/2024 | — | — | — | — | — | — | 6,981 | — | — | 126,077 | | | 9/1/2024 | — | — | — | — | — | — | 6,981 | — | — | 186,672 | | | 4/4/2024 | — | — | — | 2,793 | 5,585 | 11,170 | — | — | — | 123,227 | | Ross Moat | N/A | — | 230,218 | — | — | — | — | — | — | — | — | | | 4/4/2024 | — | — | — | — | — | — | — | 36,100 | 18.06 | 433,550 | | | 9/1/2024 | — | — | — | — | — | — | — | 36,100 | 26.74 | 625,584 | | | 4/4/2024 | — | — | — | — | — | — | 6,962 | — | — | 125,734 | | | 9/1/2024 | — | — | — | — | — | — | 6,962 | — | — | 186,164 | | | 4/4/2024 | — | — | — | 2,785 | 5,569 | 11,138 | — | — | — | 122,874 | | Mark Ragosa | N/A | — | 226,650 | — | — | — | — | — | — | — | — | | | 4/4/2024 | — | — | — | — | — | — | — | 33,150 | 18.06 | 398,122 | | | 9/1/2024 | — | — | — | — | — | — | — | 33,150 | 26.74 | 574,463 | | | 4/4/2024 | — | — | — | — | — | — | 6,365 | — | — | 114,952 | | | 9/1/2024 | — | — | — | — | — | — | 6,365 | — | — | 170,200 | | | 4/4/2024 | — | — | — | 2,546 | 5,092 | 10,184 | — | — | — | 112,350 |

  64. 2024 Grants of Plan-Based Awards Table

    (1) Consists of target annual bonus payments for 2024. Actual cash incentive award payments determined for 2024 performance are reported in the “Non-Equity Incentive Plan Compensation” column set forth in the Summary Compensation Table above. The “target” payouts reflect the amount that would have been due had the Compensation Committee assessed the Company’s performance against its corporate goals at 100%. The Company does not maintain threshold or maximum levels amounts for target annual cash incentive compensation. Consists of the threshold, target and maximum amounts that could vest pursuant to PSUs awards granted to the named executive officers in 2024 under our long-term equity incentive program. As described in more detail under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Equity Incentive Awards” above, PSUs granted in 2024 are earned based upon the achievement of certain specified ARCALYST revenue targets and the Company’s TSR relative to the performance of the members of the NBI over a three-year performance period, in each case, generally subject to continued service. (3) Consists of RSUs awarded to each named executive officer in 2024. Additional information about these RSUs is provided under “Compensation Discussion and Analysis—Components of our Executive Compensation Program— Equity Incentive Awards.” (4) Consists of share options awarded to each named executive officer in 2024. Additional information about these options is provided under “Compensation Discussion and Analysis—Components of our Executive Compensation Program— Equity Incentive Awards.” (5) Amounts reported reflect the grant date fair value of share options, RSUs and PSUs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, or FASB ASC, Topic 718, excluding the effect of estimated forfeitures, rather than the amounts paid to or realized by the named executive officer. We provide information regarding the assumptions used to calculate the value of share options, RSUs and PSUs in Note 11 to our consolidated financial statements included in our Annual Report filed with the SEC on February 25, 2025. See footnote 1 to the Summary Compensation Table for more information.

  65. Outstanding Equity Awards at 2024 Fiscal Year End Table

    Outstanding Equity Awards at 2024 Fiscal Year End Table The following table summarizes the number of Class A Shares underlying outstanding long-term equity incentive plan awards for each named executive officer as of December 31, 2024:

  66. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | | | Option Awards(1) | | | | Share Awards(1) | | | | | | Name | Vesting Start Date | Number of Securities underlying unexercised options (#) exercisable | Number of Securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | Number of Unearned shares or units of stock that have not vested (#)(4) | Market or payout value of unearned shares or units of stock that have not vested ($)(3) | Vesting Terms | | Sanj K. Patel | 8/1/2015 | 99,586 | — | 1.59 | 12/15/2025 | — | — | — | — | (5) | | | 6/29/2017 | 257,969 | — | 3.80 | 6/28/2027 | — | — | — | — | (5) | | | 3/1/2018 | 439,182 | — | 10.36 | 2/29/2028 | — | — | — | — | (5) | | | 9/20/2018 | 125,000 | — | 30.93 | 9/19/2028 | — | — | — | — | (5) | | | 3/4/2019 | 187,000 | — | 17.92 | 3/3/2029 | — | — | — | — | (5) | | | 9/17/2019 | 190,000 | — | 8.83 | 9/16/2029 | — | — | — | — | (5) | | | 3/13/2020 | 180,000 | — | 15.52 | 3/12/2030 | — | — | — | — | (5) | | | 9/10/2020 | 180,000 | — | 15.50 | 9/9/2030 | — | — | — | — | (5) | | | 3/16/2021 | — | 9,853 | 22.89 | 3/15/2031 | — | — | — | — | (6) | | | 3/16/2021 | — | — | — | — | 6,569 | 129,935 | — | — | (7) | | | 9/2/2021 | 128,098 | 29,560 | 12.97 | 9/1/2031 | — | — | — | — | (6) | | | 9/2/2021 | — | — | — | — | 6,569 | 129,935 | — | — | (7) | | | 4/7/2022 | 159,865 | 79,930 | 11.10 | 4/6/2032 | — | — | — | — | (6) | | | 4/7/2022 | — | — | — | — | 19,983 | 395,264 | — | — | (7) | | | 9/1/2022 | 134,887 | 104,908 | 11.97 | 8/31/2032 | — | — | — | — | (6) | | | 9/1/2022 | — | — | — | — | 19,983 | 395,264 | — | — | (7) | | | 4/1/2023 | 64,793 | 90,707 | 10.76 | 3/31/2033 | — | — | — | — | (6) | | | 4/1/2023 | — | — | — | — | 19,443 | 384,583 | — | — | (7) | | | 9/1/2023 | 48,595 | 106,905 | 17.76 | 8/31/2033 | — | — | — | — | (6) | | | 9/1/2023 | — | — | — | — | 19,443 | 384,583 | — | — | (7) | | | 1/1/2024 | — | — | — | — | — | — | 20,000 | 395,600 | (8) | | | 4/1/2024 | — | 129,750 | 18.06 | 3/31/2034 | — | — | — | — | (6) | | | 4/1/2024 | — | — | — | — | 24,950 | 493,511 | — | — | (7) | | | 9/1/2024 | — | 129,750 | 26.74 | 8/31/2034 | — | — | — | — | (6) | | | 9/1/2024 | — | — | — | — | 24,950 | 493,511 | — | — | (7) |

  67. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | | | Option Awards(1) | | | | Share Awards(1) | | | | | | Name | Vesting Start Date | Number of Securities underlying unexercised options (#) exercisable | Number of Securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | Number of Unearned shares or units of stock that have not vested (#)(4) | Market or payout value of unearned shares or units of stock that have not vested ($)(3) | Vesting Terms | | John F. Paolini, M.D., Ph.D. | | | | | | | | | | | | | 6/29/2017 | 66,067 | — | 3.80 | 6/28/2027 | — | — | — | — | (5) | | | 3/1/2018 | 128,094 | — | 10.36 | 2/29/2028 | — | — | — | — | (5) | | | 9/20/2018 | 45,000 | — | 30.93 | 9/19/2028 | — | — | — | — | (5) | | | 3/4/2019 | 51,000 | — | 17.92 | 3/3/2029 | — | — | — | — | (5) | | | 9/17/2019 | 46,000 | — | 8.83 | 9/16/2029 | — | — | — | — | (5) | | | 3/13/2020 | 50,000 | — | 15.52 | 3/12/2030 | — | — | — | — | (5) | | | 9/10/2020 | 50,000 | — | 15.50 | 9/9/2030 | — | — | — | — | (5) | | | 3/16/2021 | 38,813 | 2,587 | 22.89 | 3/15/2031 | — | — | — | — | (6) | | | 3/16/2021 | — | — | — | — | 1,725 | 34,121 | — | — | (7) | | | 9/2/2021 | 33,638 | 7,762 | 12.97 | 9/1/2031 | — | — | — | — | (6) | | | 9/2/2021 | — | — | — | — | 1,725 | 34,121 | — | — | (7) | | | 4/7/2022 | 39,954 | 19,976 | 11.10 | 4/6/2032 | — | — | — | — | (6) | | | 4/7/2022 | — | — | — | — | 4,995 | 98,801 | — | — | (7) | | | 9/1/2022 | 33,712 | 26,218 | 11.97 | 8/31/2032 | — | — | — | — | (6) | | | 9/1/2022 | — | — | — | — | 4,995 | 98,801 | — | — | (7) | | | 4/1/2023 | 16,240 | 22,734 | 10.76 | 3/31/2033 | — | — | — | — | (6) | | | 4/1/2023 | — | — | — | — | 4,872 | 96,368 | — | — | (7) | | | 9/1/2023 | 12,180 | 26,794 | 17.76 | 8/31/2033 | — | — | — | — | (6) | | | 9/1/2023 | — | — | — | — | 4,872 | 96,368 | — | — | (7) | | | 1/1/2024 | — | — | — | — | — | — | 5,600 | 110,768 | (8) | | | 4/1/2024 | — | 36,350 | 18.06 | 3/31/2034 | — | — | — | — | (6) | | | 4/1/2024 | — | — | — | — | 7,000 | 138,460 | — | — | (7) | | | 9/1/2024 | — | 36,350 | 26.74 | 8/31/2034 | — | — | — | — | (6) | | | 9/1/2024 | — | — | — | — | 7,000 | 138,460 | — | — | (7) | | Eben Tessari | 6/29/2017 | 35,049 | — | 3.80 | 6/28/2027 | — | — | — | — | (5) | | | 3/1/2018 | 109,795 | — | 10.36 | 2/29/2028 | — | — | — | — | (5) | | | 9/20/2018 | 45,000 | — | 30.93 | 9/19/2028 | — | — | — | — | (5) | | | 3/4/2019 | 42,000 | — | 17.92 | 3/3/2029 | — | — | — | — | (5) | | | 9/17/2019 | 45,000 | — | 8.83 | 9/16/2029 | — | — | — | — | (5) | | | 3/13/2020 | 60,000 | 3,749 | 15.52 | 3/12/2030 | — | — | — | — | (6) | | | 9/10/2020 | 60,000 | 11,249 | 15.50 | 9/9/2030 | — | — | — | — | (6) | | | 3/16/2021 | 44,192 | 2,946 | 22.89 | 3/15/2031 | — | — | — | — | (6) | | | 3/16/2021 | — | — | — | — | 1,964 | 38,848 | — | — | (7) | | | 9/2/2021 | 38,300 | 8,838 | 12.97 | 9/1/2031 | — | — | — | — | (6) | | | 9/2/2021 | — | — | — | — | 1,964 | 38,848 | — | — | (7) | | | 4/7/2022 | 43,614 | 21,806 | 11.10 | 4/6/2032 | — | — | — | — | (6) | | | 4/7/2022 | — | — | — | — | 5,452 | 107,841 | — | — | (7) | | | 9/1/2022 | 36,800 | 28,620 | 11.97 | 8/31/2032 | — | — | — | — | (6) | | | 9/1/2022 | — | — | — | — | 5,452 | 107,841 | — | — | (7) | | | 4/1/2023 | 17,727 | 24,817 | 10.76 | 3/31/2033 | — | — | — | — | (6) | | | 4/1/2023 | — | — | — | — | 5,318 | 105,190 | — | — | (7) | | | 9/1/2023 | 13,296 | 29,248 | 17.76 | 8/31/2033 | — | — | — | — | (6) | | | 9/1/2023 | — | — | — | — | 5,318 | 105,190 | — | — | (7) | | | 1/1/2024 | — | — | — | — | — | — | 5,585 | 110,471 | (8) | | | 4/1/2024 | — | 36,300 | 18.06 | 3/31/2034 | — | — | — | — | (6) | | | 4/1/2024 | — | — | — | — | 6,981 | 138,084 | — | — | (7) | | | 9/1/2024 | — | 36,300 | 26.74 | 8/31/2034 | — | — | — | — | (6) | | | 9/1/2024 | — | — | — | — | 6,981 | 138,084 | — | — | (7) |

  68. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | | | Option Awards(1) | | | | Share Awards(1) | | | | | | Name | Vesting Start Date | Number of Securities underlying unexercised options (#) exercisable | Number of Securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | Number of Unearned shares or units of stock that have not vested (#)(4) | Market or payout value of unearned shares or units of stock that have not vested ($)(3) | Vesting Terms | | Ross Moat | 7/1/2019 | 41,000 | — | 13.35 | 6/28/2027 | — | — | — | — | (5) | | | 3/13/2020 | 15,000 | — | 15.52 | 3/12/2030 | — | — | — | — | (5) | | | 9/10/2020 | 20,000 | — | 15.50 | 9/9/2030 | — | — | — | — | (5) | | | 3/16/2021 | 7,457 | 497 | 22.89 | 3/15/2031 | — | — | — | — | (6) | | | 3/16/2021 | — | — | — | — | 994 | 19,661 | — | — | (7) | | | 9/2/2021 | 6,463 | 1,491 | 12.97 | 9/1/2031 | — | — | — | — | (6) | | | 9/2/2021 | — | — | — | — | 994 | 19,661 | — | — | (7) | | | 4/7/2022 | 9,911 | 19,819 | 11.10 | 4/6/2032 | — | — | — | — | (6) | | | 4/7/2022 | — | — | — | — | 4,954 | 97,990 | — | — | (7) | | | 9/1/2022 | 8,671 | 26,013 | 11.97 | 8/31/2032 | — | — | — | — | (6) | | | 9/1/2022 | — | — | — | — | 4,954 | 97,990 | — | — | (7) | | | 4/1/2023 | 16,112 | 22,556 | 10.76 | 3/31/2033 | — | — | — | — | (6) | | | 4/1/2023 | — | — | — | — | 4,833 | 95,597 | — | — | (7) | | | 9/1/2023 | 12,084 | 26,584 | 17.76 | 8/31/2033 | — | — | — | — | (6) | | | 9/1/2023 | — | — | — | — | 4,833 | 95,597 | — | — | (7) | | | 1/1/2024 | — | — | — | — | — | — | 5,569 | 110,155 | (8) | | | 4/1/2024 | — | 36,100 | 18.06 | 3/31/2034 | — | — | — | — | (6) | | | 4/1/2024 | — | — | — | — | 6,962 | 137,708 | — | — | (7) | | | 9/1/2024 | — | 36,100 | 26.74 | 8/31/2034 | — | — | — | — | (6) | | | 9/1/2024 | — | — | — | — | 6,962 | 137,708 | — | — | (7) | | Mark Ragosa | 5/23/2018 | 18,299 | — | 10.36 | 2/29/2028 | — | — | — | — | (5) | | | 9/20/2018 | 20,000 | — | 30.93 | 9/19/2028 | — | — | — | — | (5) | | | 3/4/2019 | 12,000 | — | 17.92 | 3/3/2029 | — | — | — | — | (5) | | | 3/13/2020 | 20,000 | — | 15.52 | 3/12/2030 | — | — | — | — | (5) | | | 9/10/2020 | 22,000 | — | 15.50 | 9/9/2030 | — | — | — | — | (5) | | | 3/16/2021 | 19,618 | 1,307 | 22.89 | 3/15/2031 | — | — | — | — | (6) | | | 3/16/2021 | — | — | — | — | 872 | 17,248 | — | — | (7) | | | 4/26/2021 | 21,748 | 1,977 | 16.90 | 4/25/2031 | — | — | — | — | (6) | | | 4/26/2021 | — | — | — | — | 990 | 19,582 | — | — | (7) | | | 9/2/2021 | 36,288 | 8,373 | 12.97 | 9/1/2031 | — | — | — | — | (6) | | | 9/2/2021 | — | — | — | — | 1,861 | 36,811 | — | — | (7) | | | 4/7/2022 | — | 21,552 | 11.10 | 4/6/2032 | — | — | — | — | (6) | | | 4/7/2022 | — | — | — | — | 5,388 | 106,575 | — | — | (7) | | | 9/1/2022 | 36,372 | 28,288 | 11.97 | 8/31/2032 | — | — | — | — | (6) | | | 9/1/2022 | — | — | — | — | 5,388 | 106,575 | — | — | (7) | | | 4/1/2023 | 17,727 | — | 10.76 | 3/31/2033 | — | — | — | — | (6) | | | 4/1/2023 | — | — | — | — | 5,318 | 105,190 | — | — | (7) | | | 9/1/2023 | 13,141 | 28,909 | 17.76 | 8/31/2033 | — | — | — | — | (6) | | | 9/1/2023 | — | — | — | — | 5,250 | 103,845 | — | — | (7) | | | 1/1/2024 | — | — | — | — | — | — | 5,092 | 100,720 | (8) | | | 4/1/2024 | — | 33,150 | 18.06 | 3/31/2034 | — | — | — | — | (6) | | | 4/1/2024 | — | — | — | — | 6,365 | 125,900 | — | — | (7) | | | 9/1/2024 | — | 33,150 | 26.74 | 8/31/2034 | — | — | — | — | (6) | | | 9/1/2024 | — | — | — | — | 6,365 | 125,900 | — | — | (7) |

  69. Outstanding Equity Awards at 2024 Fiscal Year End Table

    Time-based equity awards (share options and RSUs) are subject to accelerated vesting upon certain events pursuant to the terms of the named executive officers’ employment agreements, as described below under “Employment Arrangements.” In addition, pursuant to the equity award agreements governing the awards reflected in this table, in the event of a change in control (as defined in the applicable equity award agreement), each named executive officer will become immediately vested in any outstanding time-based equity awards to the extent that such equity awards are not assumed or substituted in such transaction. If the time-based equity awards are assumed or substituted in connection with a change in control, each named executive officer will become vested in such equity awards in the event his employment is terminated by the surviving entity without cause (as defined in the applicable equity award agreement) within 12 months following a change in control. Upon a change in control, pursuant to the award agreements evidencing the PSUs, the PSUs will vest based on the extent to which the performance criteria have been achieved as of the change in control. PSUs granted in 2024 are eligible to remain outstanding and to vest based on actual performance on a termination by the Company without cause or by the executive for good reason (for those executives who are party to an employment agreement containing good reason protection), prorated based on days employed during the performance period. (2) Reflects awards of RSUs. Additional information about these RSUs is provided under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Equity Incentive Awards” and footnote 1 to the Summary Compensation Table for more information. (3) Amounts reported in this column are calculated on a per share price of $19.78, the closing per share price of our Class A Shares on December 31, 2024. (4) Reflects awards of PSUs, assuming an earned and vested payout at target level of performance. See the “2024 Grants of Plan-Based Awards Table” for more information on the range of potential payouts for our PSUs and footnote 1 to the Summary Compensation Table for more information. (5) Reflects an award of share options that is fully vested and exercisable as of December 31, 2024. In each case, the exercise price is equal to the closing price per share of our Class A Shares on the grant date. (6) The share options vest over a four-year period, with 25% of the share options vesting on the first anniversary of the vesting start date and the remainder vesting in 36 equal monthly installments thereafter, generally subject to continued service to Kiniksa. (7) The RSUs vest over a four-year period, with 25% of the RSUs vesting on each anniversary of the vesting start date, generally subject to continued service to Kiniksa (8) The PSUs are subject to a three-year performance period beginning on the vesting start date. After such period, the Compensation Committee shall certify the number of Class A Shares that have been earned and will vest no later than 30 days following the end of the performance period.

  70. Narrative Disclosure to Summary Compensation Table and 2024 Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and 2024 Grants of Plan-Based Awards Table Each of our named executive officers is party to an employment agreement with our wholly-owned US subsidiary, Kiniksa Pharmaceuticals Corp. Effective January 1, 2025, each of the named executive officers (other than Mr. Patel) entered into new employment agreements with Kiniksa Pharmaceuticals Corp. Details of such agreements will be disclosed in the proxy statement for the 2026 Annual Meeting. Copies of the employment agreements with each named executive officer were included as exhibits in our Annual Report on Form 10-K filed with the SEC on February 25, 2025. Our employment agreement with Mr. Patel provides for a specified annual base salary, subject to increase from time to time by Kiniksa, and provides for the opportunity to earn an annual cash bonus at a specified target bonus opportunity, with the actual bonus paid to be determined by the Compensation Committee based on achievement of corporate and individual performance targets. Our employment agreement with Dr. Paolini provides for a specified annual base salary, subject to change from time to time by Kiniksa, and provides for the opportunity to earn an annual cash bonus at a specified target bonus opportunity, with the actual bonus paid to be determined by the Compensation Committee based on achievement of performance goals and individual performance targets. Our employment agreement with Mr. Tessari provides for a specified annual base salary, subject to change from time to time by Kiniksa, and provides for the opportunity to earn an annual cash bonus at a specified target bonus opportunity, with the actual bonus paid to be determined by the Compensation Committee based on achievement of performance goals and individual performance targets. Our employment agreement with Mr. Moat provides for a specified annual base salary, subject to change from time to time by Kiniksa, and provides for the opportunity to earn an annual cash bonus at a specified target bonus opportunity, with the actual bonus paid to be determined by the Compensation Committee based on achievement of performance goals and individual performance targets. Our employment agreement with Mr. Ragosa provides for a specified annual base salary, subject to change from time to time by Kiniksa, and provides for the opportunity to earn an annual cash bonus at a specified target bonus opportunity, with the actual bonus paid to be determined by the Compensation Committee based on achievement of performance goals and individual performance targets. Each of our named executive officers received grants of share options, RSUs and PSUs during 2024 under the 2018 Plan, the terms of which are described under the 2024 Grants of Plan-Based Awards Table above.

  71. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation None of our named executive officers received benefits from a defined benefit pension plan or from a nonqualified deferred compensation plan during the year ended on December 31, 2024 or prior years. Mr. Moat participated in a UK statutory defined contribution pension plan during the time he was employed by our UK subsidiary, Kiniksa Pharmaceuticals (UK), Ltd. Upon his signing of an employment agreement with our US subsidiary, Kiniksa Pharmaceuticals Corp., his right to receive UK pension benefits were replaced with the right to participate in our 401(k) retirement savings plan.

  72. Employment Agreements and Potential Payments upon Termination or Change in Control

    Employment Agreements and Potential Payments upon Termination or Change in Control Each of our named executive officers is party to an employment agreement with our wholly-owned US subsidiary, Kiniksa Pharmaceuticals Corp. Certain key terms of these agreements are described below. The following are summaries of the employment agreements applicable to each named executive officer in the year ended December 31, 2024. The terms “cause,” “good reason” and “change in control” referred to below are defined in the applicable named executive officer’s employment agreement. Effective January 1, 2025, each of the named executive officers (other than Mr. Patel) entered into new employment agreements with Kiniksa Pharmaceuticals Corp. Details of such agreements will be disclosed in the proxy statement for the 2026 Annual Meeting. Copies of the employment agreements with each named executive officer were included as exhibits in our Annual Report on Form 10-K filed with the SEC on February 25, 2025.

  73. CEO Pay Ratio

    CEO Pay Ratio Under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the median of the annual total compensation of our employees (excluding our Chief Executive Officer), the annual total compensation of our Chief Executive Officer, Sanj K. Patel, and the ratio of these two amounts. We have determined the 2024 annual total compensation of our median compensated employee, excluding Mr. Patel, to be $286,186. The annual total compensation of Mr. Patel as shown in the Summary Compensation Table above is $7,129,792. The ratio of the annual total compensation of our Chief Executive Officer to that of our median compensated employee was approximately 25 to 1. We identified the median employee by examining the 2024 total compensation for all our employees, excluding Mr. Patel, who were employed by us on December 31, 2024. We included all employees, whether employed on a full-time, or part-time, salaried or hourly basis. Total compensation is calculated using the same methodology as used for the named executive officers in the Summary Compensation Table above, and is based on (a) annual base salary in 2024, (b) annual cash incentive award compensation for 2024, (c) the grant date fair market value of long-term equity awards granted in 2024 and (d) the value of contributions by the Company to the applicable employee’s 401(k) retirement savings plan. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules which allow companies to adopt a variety of methodologies. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above as other companies may have different employment and compensation practices and may utilize different methodologies in calculating their own pay ratios.

  74. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following graphs that describe the relationships between information presented in the tables above.

  75. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Our Chief Executive Officer, Sanj K. Patel, does not receive compensation for his service on our Board of Directors. His compensation for 2024 is disclosed above under the heading “Executive Compensation Tables—Summary Compensation Table.” We maintain a program (the “Non-Employee Director Compensation Program”), which governs the fees and equity awards payable to our non-employee directors (currently, all of our directors other than Sanj K. Patel). Such policy is periodically reviewed by the Compensation Committee, which recommends any changes to the Board for approval. The Compensation Committee and Board reserve discretion to recommend and approve, respectively, changes to the Non-Employee Director Compensation Program consistent with the duties and obligations of the directors and in line with market practice. Non-employee directors typically receive an annual retainer paid in cash for their service (depending on their additional membership and chairperson responsibilities with respect to the Board’s committees) and an annual grant of equity awards, but they do not receive any performance-based incentive component of remuneration. There are no elements of the Non-Employee Director Compensation Program that are subject to performance conditions, and accordingly there are no provisions for the recovery or withholding of sums. The Non-Employee Director Compensation Program is composed of the following elements: • Annual cash retainers; • Initial and annual equity awards; and • Other compensation. Each component of our Non-Employee Director Compensation Program has different purposes and key characteristics, which, when combined, fulfills our objectives to attract and retain talented individuals to serve on our Board. The purpose and link to strategy and operation for each element of our Non-Employee Director Compensation Program is set forth below under each relevant sub-section. In addition, per the Articles, our directors, including our non-employee directors, may be reimbursed for all reasonable transportation, hotel and other expenses properly incurred by them in the conduct of the Company’s business performing their duties as directors, including in connection with attending and returning from meetings of the Board or any committee of the Board.

  76. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth in summary form information concerning the compensation that was earned by or paid to each of our non-employee directors in their capacity as members of our Board of Directors during the year ended December 31, 2024:

  77. 2024 Director Compensation Table

    | Name | Fees earned or paid in cash ($) | Share awards ($)(1) | Option awards ($)(1) | All other compensation ($) | Total ($) | | Felix J. Baker, Ph.D.(2) | 91,350 | 62,540 | 225,053 | — | 378,943 | | Stephen R. Biggar, M.D., Ph.D. | 55,600 | 62,540 | 225,053 | — | 343,193 | | M. Cantey Boyd(3) | 11,575 | 115,790 | 449,886 | — | 577,252 | | G. Bradley Cole | 49,000 | 62,540 | 225,053 | — | 336,593 | | Richard S. Levy, M.D.(4) | 53,400 | 107,522 | 225,053 | 45,000 | 430,974 | | Thomas R. Malley | 65,575 | 62,540 | 225,053 | — | 353,168 | | Tracey L. McCain | 49,000 | 62,540 | 225,053 | — | 336,593 | | Kimberly J. Popovits(2) | 49,650 | 62,540 | 225,053 | — | 337,243 | | Barry D. Quart, Pharm.D | 63,175 | 62,540 | 225,053 | — | 350,768 |

  78. 2024 Director Compensation Table

    Amounts reflect the grant date fair value of options and RSUs computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, rather than the amounts paid to or realized by the director. For Dr. Levy, amount reflects the grant date fair value of options and RSUs granted in respect of his service as a member of our Board of Directors and fully vested RSUs granted in respect of his consulting services. We provide information regarding the assumptions used to calculate the value of share option and RSU awards in Note 11 to our consolidated financial statements included in our Annual Report filed with the SEC on February 25, 2025. (2) Effective October 4, 2024, Dr. Baker resigned from his position as chair of the Compensation Committee and Ms. Popovits was appointed by the Board to fill the chair position on the committee. (3) Ms. Boyd was appointed to the Board as a non-employee director, effective October 4, 2024. Her cash fees reflect pro-rated amounts for the time she has served on the Board in 2024 and her equity award columns reflects initial share options and RSUs granted in connection with her appointment. (4) Dr. Levy received (a) cash consulting fees ($45,000) and (b) fully vested RSUs (grant date fair market value of $44,982), in each case pursuant to his consulting arrangements with us as described above under “Other Compensation”. The following table sets forth the aggregate numbers of share options (exercisable and unexercisable) and RSUs held by our non-employee directors as of December 31, 2024. Refer to our “Outstanding Equity Awards at 2024 Fiscal Year End Table “ for information regarding equity awards held by Mr. Patel as of December 31, 2024.

  79. 2024 Director Compensation Table

    | Name | Option Awards (#) | RSU Awards (#) | | Felix J. Baker, Ph.D. | 164,793 | 3,173 | | Stephen R. Biggar, M.D., Ph.D. | 164,793 | 3,173 | | M. Cantey Boyd | 28,384 | 4,730 | | G. Bradley Cole | 146,478 | 3,173 | | Richard S. Levy, M.D. | 165,238 | 3,173 | | Thomas R. Malley | 215,569 | 3,173 | | Tracey L. McCain | 191,781 | 3,173 | | Kimberly J. Popovits | 191,781 | 3,173 | | Barry D. Quart, Pharm.D. | 193,610 | 3,173 |

  80. 2024 Director Compensation Table

    The following table sets forth information with respect to the beneficial ownership of our Class A Shares, Class A1 Shares, Class B Shares and Class B1 Shares, as of the Record Date, by: • each person or group of affiliated persons known by us to beneficially own more than 5% of our Class A Shares or Class B Shares; • each of our named executive officers and directors; and • all of our executive officers and directors as a group. The number of shares beneficially owned by each shareholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares over which the individual or entity has sole or shared voting power or investment power. Applicable percentage ownership is based on 42,314,804 Class A Shares issued and outstanding, 1,795,158 Class B Shares issued and outstanding, 12,781,964 Class A1 Shares issued and outstanding, and 16,057,618 Class B1 Shares issued and outstanding, each as of the Record Date. For the purposes of the rules issued by the SEC, in computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, ordinary shares subject to options or other rights held by such person that are currently exercisable or will become exercisable within sixty (60) days of the Record Date are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless noted otherwise, the address of all listed shareholders is c/o Kiniksa Pharmaceuticals Corp., 100 Hayden Avenue, Lexington, Massachusetts 02421. Each of the shareholders listed has sole voting and investment power with respect to the shares beneficially owned by the shareholder unless noted otherwise, subject to community property laws where applicable. Our Class B Shares are convertible into Class A Shares or Class B1 Shares at any time at the option of the holder, with prior notice to us, on a one-for-one basis. Accordingly, each holder of Class B Shares is deemed to be the beneficial owner of, in each case, an equal number of Class A Shares and Class B1 Shares, in addition to any other Class A Shares or Class B1 Shares beneficially owned by such holder. Our Class A1 Shares are convertible into Class A Shares at any time at the option of the holder, with prior notice to us, on a one-for-one basis, unless, immediately prior to or following such conversion, the holder and its affiliates beneficially own, or would beneficially own, more than 4.99% of our issued and outstanding Class A Shares, in which case such notice would need to be provided to us at least sixty-one (61) days prior to any such conversion. Accordingly, each holder of Class A1 Shares is deemed to be the beneficial owner of the number of Class A Shares that would result in such holder owning up to 4.99% of the issued and outstanding Class A Shares, in addition to any other Class A Shares beneficially owned by such holder. Our Class B1 Shares are convertible into Class A Shares or Class B Shares at any time at the option of the holder, with prior notice to us, on a one-for-one basis, unless, immediately prior to or following such conversion, the holder and its affiliates beneficially own, or would beneficially own, more than 4.99% of our issued and outstanding Class A Shares, in which case such notice would need to be provided to us at least sixty-one (61) days prior to any such conversion. Accordingly, each holder of Class B1 Shares is deemed to be the beneficial owner of the number of Class A Shares and Class B Shares, in each case, that would result in such holder owning up to 4.99% of our issued and outstanding Class A Shares, in addition to any other Class A Shares or Class B Shares beneficially owned by such holder.

  81. 2024 Director Compensation Table

    | | Class A Shares (#) | Class A Shares (%) | Class A1 Shares (#) | Class A1 Shares (%) | Class B Shares (#) | Class B Shares (%) | Class B1 Shares (#) | Class B1 Shares (%) | Total Voting Power (%) | | 5% Shareholders | | | | | | | | | | | Entities affiliated with Blackrock, Inc.(1) | 3,815,656 | 9.02% | — | — | — | — | — | — | 6.33% | | Braidwell LP(2) | 3,452,447 | 8.16% | — | — | — | — | — | — | 5.73% | | Entities affiliated with Dr. Robert Desnick(3) | 1,268,063 | 3.00% | — | — | 214,101 | 11.93% | 214,101 | 1.32% | 5.30% | | Entities managed by Baker Bros. Advisors LP(4) | 3,154,255 | 7.40% | 12,781,964 | 100.00% | — | — | 16,057,618 | 100.00% | 5.20% | | Vanguard Group(5) | 2,965,299 | 7.01% | — | — | — | — | — | — | 4.92% | | Entities affiliated with Tang Capital Management, LLC(6) | 2,178,609 | 5.15% | — | — | — | — | — | — | 3.61% | | Rubric Capital Management LP(7) | 2,419,103 | 5.72% | — | — | — | — | — | — | 4.01% | | Officers and Directors | | | | | | | | | | | Sanj K. Patel(8) | 2,211,562 | 4.99% | — | 0.00% | 1,526,160 | 85.02% | 1,526,160 | 8.68% | 28.06% | | John F. Paolini(9) | 717,064 | 1.67% | — | — | — | — | — | — | 1.18% | | Eben Tessari(10) | 704,798 | 1.64% | — | — | — | — | — | — | 1.16% | | Ross Moat(11) | 206,755 | * | — | — | — | — | — | — | * | | Mark Ragosa(12) | 225,544 | * | — | — | — | — | — | — | * | | Felix J. Baker(4)(13) | 3,191,255 | 7.48% | 12,781,964 | 100.00% | — | — | 16,057,618 | 100.00% | 5.27% | | Stephen R. Biggar(4)(14) | 177,339 | * | — | — | — | — | — | — | * | | M. Cantey Boyd(4) | — | — | — | — | — | — | — | — | — | | G. Bradley Cole(15) | 159,024 | * | — | — | — | — | — | — | * | | Rich Levy(16) | 182,611 | * | — | — | — | — | — | — | * | | Thomas R. Malley(17) | 300,082 | * | — | — | — | — | — | — | * | | Tracey L. McCain(18) | 204,327 | * | — | — | — | — | — | — | * | | Kimberly J. Popovits(19) | 204,327 | * | — | — | — | — | — | — | * | | Barry D. Quart(20) | 206,156 | * | — | — | — | — | — | — | * | | All executive officers and directors as a group (15 persons)(21) | 8,650,267 | 17.45% | 12,781,964 | 100.00% | 1,526,160 | 85.02% | 16,057,618 | 100.00% | 36.50% |

  82. 2024 Director Compensation Table

    * Less than one percent. (1) Blackrock, Inc. is the beneficial owner of such shares as a result of its controlling person relationship with the entities who hold such shares directly. Blackrock, Inc. has sole voting power over 3,549,636 Class A Shares and sole dispositive power over 3,815,656 Class A Shares. The principal business address of Blackrock, Inc. is 50 Hudson Yards, New York, NY 10001. The foregoing information is based on a Schedule 13G filed on November 8, 2024. (2) The principal business address of Braidwell LP is One Harbor Point, 2200 Atlantic Street, 4th Floor, Stamford, CT 06902. The foregoing information is based on a Schedule 13F-HR filed on February 14, 2025. (3) Consists of (a) 504,300 Class A Shares held by the Robert J. Desnick Revocable Trust of 2019 UAD 5/13/19 (the “Trust”), (b) 356,000 Class A Shares held by the Desnick / Herzig 2012 GST Trust UAD 10/23/12 (the “GST Trust”), (c) 84,120 Class A Shares held by the Desnick/Herzig 2012 Gift Trust UAD 10/23/12 (the “Gift Trust”), (d) 3,000 Class A Shares held by the Julie E. Herzig 2016 Revocable Trust UAD 9/1/16 (the “JEH Trust”), (e) 24,000 Class A Shares held by the Jonathan P. Desnick 2021 Trust UAD 5/29/21 (the “JPD Trust”), (f) 78,883 Class A Shares held by the Robert Desnick Roth IRA (the “Desnick Roth IRA”), (g) 214,101 Class B Shares held by the Desnick Roth IRA and (h) 3,659 Class A Shares that Dr. Robert Desnick has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options. Dr. Desnick has sole voting and dispositive control over the shares held by the Desnick Roth IRA. Dr. Edward Schuchman is the trustee of the GST Trust and the Gift Trust. However, Dr. Desnick also may direct the voting and disposition of the shares held by the GST Trust and Gift Trust. Dr. Desnick and his wife Julie Herzig Desnick are each trustees of the JEH Trust and the JPD Trust. The principal address of Dr. Desnick is 150 Bradley Place, Palm Beach, Florida 33480. The foregoing information is based on a DEF 14A filed on April 28, 2021 and information known to us. Consists of (a) 2,700,597 Class A Shares held by Baker Brothers Life Sciences, L.P. (“BBLS”), (b) 98,980 Class A Shares held by 667, L.P. (“667” and with BBLS, the “Baker Funds”), (c) 11,638,314 Class A1 Shares held by BBLS, (d) 1,143,650 Class A1 Shares held by 667, (e) 14,658,102 Class B1 Shares held by BBLS, (f) 1,399,516 Class B1 Shares held by 667, (g) 9,373 Class A Shares issued to Felix J. Baker pursuant to the vesting of certain RSUs awarded in connection with his service as a member of our Board of Directors, (h) 9,373 Class A Shares issued to Stephen R. Biggar pursuant to the vesting of certain RSUs awarded in connection with his service as a member of our Board of Directors, (i) 167,966 Class A Shares that Felix J. Baker has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or the vesting of RSUs, and (j) 167,966 Class A Shares that Stephen R. Biggar has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or the vesting of RSUs. Baker Bros. Advisors LP (the “Advisor”) is the investment advisor to the Baker Funds and has the sole voting and investment power with respect to the securities held by the Baker Funds and thus may be deemed to beneficially own such securities. Baker Bros. Advisors (GP) LLC (the “Advisor GP”) is the sole general partner of the Advisor and thus may be deemed to beneficially own the securities held by the Baker Funds. The managing members of the Advisor GP are Julian C. Baker and Felix J. Baker, who may be deemed to beneficially own the securities held by the Baker Funds. Julian C. Baker, Felix J. Baker, the Advisor and the Advisor GP disclaim beneficial ownership of all shares held by the Baker Funds, except to the extent of their indirect pecuniary interest therein. The policy of the Baker Funds and the Advisor does not permit managing members of the Advisor GP or full-time employees of the Advisor to receive compensation for serving as directors of the Company, and the Baker Funds are instead entitled to the pecuniary interest in any compensation received for their service. Felix J. Baker, Stephen R. Biggar and M. Cantey Boyd have no direct voting or dispositive power and no pecuniary interest in the share options or the RSUs. The Advisor, the Advisor GP, Felix J. Baker and Julian C. Baker may be deemed to be the beneficial owners of Kiniksa’s securities held by the Baker Funds, and may be deemed to have the power to vote, or direct the vote of, and the power to dispose, or direct the disposition of, such securities. Felix J. Baker, Stephen R. Biggar and M. Cantey Boyd disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein. The business address of the Advisor, the Advisor GP, Julian C. Baker and Felix J. Baker is 860 Washington Street, 3rd Floor, New York, NY 10014. The foregoing information is based on a Schedule 13D/A filed on October 8, 2024 and information known to us. (5) Tang Capital Management, LLC (“TCM”) shares voting and dispositive power over such shares with Tang Capital Partners, LP (“TCP”), Tang Capital Partners International, LP (“TCPI”), Tang Capital Partners III, Inc. (“TCP III”), Tang Capital Partners IV, Inc. (“TCP IV”) and Kevin Tang. TCM is the general partner of TCP and TCPI. Kevin Tang is the manager of TCM and Chief Executive Officer of TCP III and TCP IV. The business address of TCM, Kevin Tang, TCP and TCPI is 4747 Executive Drive, Suite 210, San Diego CA 92121. The business address of TCP III and TCP IV is 440 S. 4th Street, 3rd Floor, Las Vegas, NV 89101. The foregoing information is based on a Schedule 13G filed on April 4, 2025. (6) Vanguard Fiduciary Trust Company (“Vanguard Trust”), a wholly-owned subsidiary of The Vanguard Group, Inc. (“Vanguard Group”), is the beneficial owner of 2,965,299 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Trust has shared voting power over 21,786 Class A Shares, sole dispositive power over 2,916,147 Class A Shares and shared dispositive power over 49,152 Class A Shares. The principal business address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The foregoing information is based on a Schedule 13G/A filed on February 13, 2024. (7) Rubric Capital Management LP (“Rubric”) is the investment adviser to certain investment funds and/or accounts that hold 2,419,103 Class A Shares (the “Rubric Funds”). David Rosen is the managing member of Rubric Capital Management GP LLC, the general partner of Rubric. As a result, Mr. Rosen and Rubric may be considered beneficial owners of the shares held by the Rubric Funds. The principal business address of Mr. Rosen and Rubric is 155 East 44th Street, Suite 1630, New York, NY 10017. The foregoing information is based on a Schedule 13G filed on November 13, 2024. (8)

  83. 2024 Director Compensation Table

    Consists of (a) 109,795 Class A Shares held by the Marina 2016 Irrevocable Trust u/d/t June 23, 2016 for which Mr. Patel acts as trustee, (b) 96,674 Class A Shares held directly by Mr. Patel, (c) 1,526,160 Class B Shares held by the Anglia Trust, and (d) 2,005,093 Class A Shares that Mr. Patel has the right to acquire within 60 days following the Record Date upon conversion of his Class B Shares, exercise of his share options, vesting of his outstanding RSUs or any combination thereof. In accordance with certain contractual arrangements entered into between Mr. Patel and Kiniksa, Mr. Patel would not be entitled to convert the Class B Shares held by the Anglia Trust into Class A Shares or exercise his share options without 61 days’ prior written notice to Kiniksa, if immediately following such conversion or exercise, he would beneficially own more than 4.99% of the issued and outstanding Class A Shares in addition to any other Class A Shares beneficially owned by him. (9) Consists of (a) 57,403 Class A Shares, and (b) 659,661 Class A Shares that Dr. Paolini has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or vesting of outstanding RSUs. (10) Consists of (a) 82,363 Class A Shares, and (b) 622,435 Class A Shares that Mr. Tessari has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or vesting of outstanding RSUs. (11) Consists of (a) 27,674 Class A Shares, and (b) 179,081 Class A Shares that Mr. Moat has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or vesting of outstanding RSUs. (12) Consists of (a) 26,498 Class A Shares, and (b) 199,046 Class A Shares that Mr. Ragosa has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or vesting of outstanding RSUs. (13) Includes (a) 24,213 shares held directly by Felix J. Baker, (b) 14,840 shares held by Julian C. Baker, (c) 7,320 shares held by FBB3 LLC (“FBB3”), (d) 167,966 Class A Shares that Dr. Baker has the right to acquire within 60 days following the Record Date and (e) 167,966 Class A Shares that Stephen R. Biggar has the right to acquire within 60 days following the Record Date. Julian C. Baker and Felix J. Baker are the sole managers of FBB3 and by policy they do not transact in or vote Kiniksa’s Securities held by FBB3. (14) Includes (a) 9,373 Class A Shares held directly by Stephen R. Biggar and (b) 167,966 Class A Shares that Stephen R. Biggar has the right to acquire within 60 days following the Record Date. (15) Consists of (a) 9,373 Class A Shares and (b) 149,651 Class A Shares that Mr. Cole has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or vesting of outstanding RSUs. Consists of (a) 14,200 Class A Shares, and (b) 168,411 Class A Shares that Dr. Levy has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or vesting of outstanding RSUs. Consists of (a) 9,373 Class A Shares, (b) 71,967 Class A Shares held by Mossrock Capital, LLC (“Mossrock”) and (c) 218,742 Class A Shares that Mr. Malley has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or vesting of outstanding RSUs. Mr. Malley is the president of Mossrock and may be deemed to beneficially own the shares owned by Mossrock. The address of Mossrock is 19 Martin Lane, Englewood, CO 80113. (18) Consists of (a) 9,373 Class A Shares and (b) 194,954 Class A Shares that Ms. McCain has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or vesting of outstanding RSUs. (19) Consists of (a) 9,373 Class A Shares and (b) 194,954 Class A Shares that Ms. Popovits has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or vesting of outstanding RSUs. (20) Consists of (a) 9,373 Class A Shares and (b) 196,783 Class A Shares that Dr. Quart has the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or vesting of outstanding RSUs. Consists of (a) 3,403,054 Class A Shares, (b) 3,242,120 Class A Shares that all executive officers and directors as a group have the right to acquire within 60 days following the Record Date pursuant to the exercise of share options or vesting of outstanding RSUs, excluding share options and RSUs held by Mr. Patel, and (c) 2,005,093 Class A Shares that Mr. Patel may acquire upon conversion of his Class B Shares, exercise of his share options, vesting of his outstanding RSUs or any combination thereof.

  84. Executive and Director Compensation

    Executive and Director Compensation